Airsculpt Technologies, Inc.

State/Country · City · Number ofProcedure Rooms

Arizona · Scottsdale · 2

California · Beverly Hills · 2

California · Orange County · 2

California · Sacramento · 3

California · San Diego · 2

California · San Jose · 2

Colorado · Denver · 2

Florida · Orlando · 2

Florida · Miami · 2

Georgia · Atlanta · 2

Illinois · Chicago · 2

Illinois · Deerfield · 2

Kansas · Kansas City · 2

Massachusetts · Boston · 3

Michigan · Birmingham · 2

Minnesota · Minneapolis · 2

Nevada · Las Vegas · 2

New York · New York · 2

New York · White Plains · 2

North Carolina · Charlotte · 2

North Carolina · Raleigh · 2

Ohio · Columbus · 2

Pennsylvania · Philadelphia · 2

Tennessee · Nashville · 2

Texas · Austin · 2

Texas · Dallas · 3

Texas · Houston · 2

Utah · Salt Lake City · 2

Washington · Seattle · 2

Virginia · Vienna · 2

Canada · Toronto · 2

We intend to procure additional space as we hire additional employees and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed.

• Our success depends largely upon patient satisfaction with the effectiveness of the AirSculpt® procedure.
• If we fail to operate new centers in a cost-effective manner, our financial performance could be materially and adversely affected.
• If we cannot maintain our high-performance and client-focused culture as we grow, we could lose the innovation and passion that we believe contribute to our success and our business may be harmed.
• To successfully grow in markets outside of North America, we must address many issues with which we have limited experience.
• The market in which we operate is highly competitive. In addition to competing with body contouring companies, we also compete with companies that make weight loss drugs and offer other weight loss solutions. If our competitors are able to develop and market solutions that are safer, more effective, easier to use or more readily adopted by patients and healthcare providers, our commercial opportunities may be reduced or eliminated.
• Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy resulting from several instances of geopolitical instability, including the ongoing military conflict between Russia and Ukraine, the ongoing conflict in the Middle East, and tensions between the U.S. and China.
• Disruptions at the FDA, the SEC and other government agencies caused by funding shortages or government shutdowns could negatively impact our business operations and regulatory interactions.
• Use of social media may materially and adversely affect our reputation or subject us to fines or other penalties.
• Our business relies heavily on email and other messaging services, and any restrictions on the sending of emails or messages or an inability to timely deliver such communications could materially adversely affect our net revenue and business.
• Changes in laws and regulations related to the internet, perceptions toward the use of social media and changes in internet infrastructure itself may diminish our ability to drive new customer acquisition and could adversely affect our business and results of operations.
• Regulations related to healthcare, including telehealth, are evolving. To the extent regulations change, our ability to provide virtual consultations could be hampered.
• We face competition for surgeons.
• We rely on a skilled, licensed labor force to provide our medspa and cosmetic services, and the supply of this labor force is finite. If we cannot hire adequate staff for our clinics, we will not be able to operate.
• Our personnel or others may engage in misconduct or other improper activities, including noncompliance with our policies and procedures.
• Changes in tariffs and other governmental trade policies could negatively affect our business and results of operations.
• We outsource the manufacturing of key elements of the tools we use for AirSculpt® procedures to a single third-party manufacturer.
• The manufacturing operations of Euromi are themselves dependent upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm our business.
• Some jurisdictions preclude us from entering into non-compete agreements with our surgeons, and other non-compete agreements and restrictive covenants applicable to certain surgeons and other employees may not be enforceable.
• We may become involved in litigation which could negatively impact the value of our business.
• Our centers and our affiliated Professional Associations providing professional services at such centers may become subject to medical liability and other legal claims, which could have a material adverse impact on our business.
• The health of the economy may affect consumer purchases of discretionary services, such as cosmetic services, which could have a material adverse effect on our business, financial condition and results of operations.
• Our revenue could decline due to changes in credit markets and decisions made by credit providers.
• Our centers are sensitive to regulatory, economic and other conditions in the states and jurisdictions where they are located.
• We depend on our senior management, and we may be adversely affected if we lose any member of our senior management.
• We rely on Vesey Street Capital Partners, L.L.C., our private equity sponsor and the interests of our Sponsor may conflict with the interests of the Company and its other stockholders.
• Our leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our outstanding indebtedness.
• Restrictive covenants in our debt instruments may adversely affect us.
• Despite our current indebtedness levels, we and our subsidiaries may still be able to incur more debt, which could further exacerbate the risks associated with our substantial leverage.
• To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could have a material adverse effect on our business, prospects, results of operations and financial condition.
• We are a holding company with no operations of our own.
• Our variable rate debt exposes us to risks associated with rising interest rates, which could adversely affect our cash flows.
• Comprehensive tax reform legislation or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
• If there is a change in accounting standards by the Financial Accounting Standards Board or the interpretation thereof affecting consolidation of entities, it could have a material adverse effect on our consolidation of total revenue derived from the Professional Associations.
• Our management team has limited experience managing a public company.
• A pandemic, epidemic or outbreak of a contagious disease in the markets in which we operate or that otherwise impacts our centers could adversely impact our business.
• Our centers may be adversely impacted by weather and other factors beyond our control, and disruptions in our disaster recovery systems or management continuity planning could limit our ability to operate our business effectively.
• Use and storage of paper medical records increases risk of loss, destruction and could increase human error with respect to documentation and patient care.
• Our internal computer systems, or those of any of our manufacturers, other contractors, consultants, collaborators, or third party service providers may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data, or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations.
• Security breaches, loss of data, and other disruptions could compromise sensitive information related to our business or our patients, or prevent us from accessing critical information or systems and expose us to liability, and could adversely affect our business and our reputation.
• If we are unable to obtain and maintain patent protection of sufficient scope or at all or freedom to operate for the AirSculpt® procedure or any technology we develop, our ability to successfully commercialize any procedures we may develop may be adversely affected.
• We may become a party to intellectual property litigation or administrative proceedings or other intellectual property challenges that could be costly and could interfere with our ability to market and perform our services.
• If we are unable to protect our other proprietary rights, our business and competitive position may be harmed.
• If our trademarks and trade names are not adequately protected, that could adversely impact our ability to build name recognition in certain markets.
• The aesthetic body contouring market is characterized by rapid technological change, and if we are unable to maintain the superiority of our proprietary AirSculpt® method, our business and financial results may be materially harmed.
• If we fail to comply with or otherwise incur liabilities under the numerous federal and state laws and regulations relating to the operation of our centers, we could incur significant penalties or other costs or be required to make significant changes to our operations.
• We cannot be certain if and when international regulatory agencies will approve use of the AirSculpt® procedure in their respective jurisdictions.
• AirSculpt® procedures may cause or contribute to adverse medical events that we are required to report to the FDA and if we fail to do so, we could be subject to sanctions that would materially harm our business.
• If laws governing the corporate practice of medicine or fee-splitting change, we may be required to restructure some of our relationships, which may result in a significant loss of revenue and divert other resources.
• We may be subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and fraud laws, and any violations by us of such laws could result in fines or other penalties.
• We are subject to numerous environmental, health and safety laws and regulations, and must maintain licenses or permits, and non-compliance with these laws, regulations, licenses, or permits may expose us to significant costs or liabilities.
• Certain risks are inherent in providing prescription and over the counter (“OTC”) treatments, and our insurance may not be adequate to cover any claims against us.
• If antitrust enforcement authorities conclude that our market share in any particular market is too concentrated or that we violate antitrust laws, we could be subject to enforcement actions that could have a material adverse effect on our business, prospects, results of operations and financial condition.
• The healthcare laws and regulation to which we are subject is constantly evolving and may change significantly in the future.
• We are subject to rapidly changing and increasingly stringent laws, regulations, industry standards, and other obligations relating to privacy, data protection, and data security. The restrictions and costs imposed by these requirements, or our actual or perceived failure to comply with them, could materially harm our business.
• We are an "emerging growth company," as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
• We filed a registration statement on Form S-3 with the SEC, and the number of shares of common stock being registered for sale is significant in relation to the number of our outstanding shares of common stock.
• Our stock price could be extremely volatile, and, as a result, you may not be able to resell your shares at or above the price you paid for them.
• There may be sales of a substantial amount of our common stock by our current stockholders, and these sales could cause the price of our common stock to fall.
• Future issuances of capital stock may dilute your percentage ownership in us, which could reduce your influence over matters on which stockholders vote.
• Certain of our directors and executive officers hold a substantial portion of our common stock, which may lead to conflicts of interest with other stockholders over corporate transactions and other corporate matters.
• Provisions in our charter documents and Delaware law may deter takeover efforts that could be beneficial to stockholder value.
• Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders and that the federal district courts is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees or the underwriters of any offering giving rise to such claim.
• Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
• As a result of becoming a public company, we are obligated to report on the effectiveness of our internal controls over financial reporting. These internal controls may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
• The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company” under the JOBS Act.
• If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
• We may be subject to securities litigation, which is expensive and could divert management attention.
• Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.